Exchange Bulletin
FG Acquisition Corp. (FGAA.V) To Trade On Toronto Stock Exchange
April 1, 2022
| Issuer: | FG Acquisition Corp. (the "Company") |
| Security: | Class A Restricted Voting Units |
| Symbol: | FGAA.V |
| Number of securities issued and outstanding: | 10,000,000 |
| Number of securities reserved for issuance: | 1,500,000 |
| Listing category: | Special Purpose Acquisition Corporation, Non-Exempt |
| Trading currency: | US$ |
| Transaction: | Initial public offering ("Offering") of Class A Restricted Voting Units at an offering price of US$10.00 per Class A Restricted Voting Unit consisting of one Class A Restricted Voting Share and one-half of an IPO Warrant. It is anticipated that the Class A Restricted Voting Units will separate into Class A Restricted Voting Shares and IPO Warrants 40 days following the Closing Date (or the next trading day, if the 40th day is not a trading day). Upon separation of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the IPO Warrants will be listed on TSX. A further bulletin will be issued confirming the separation date of the Class A Restricted Voting Units and the trading information of the Class A Restricted Voting Shares and IPO Warrants. Each whole IPO Warrant entitles the holder to purchase one Class A Restricted Voting Share (and upon closing of a Qualifying Acquisition, each IPO Warrant would represent the entitlement to purchase one Common Share). The IPO Warrants will become exercisable, at an exercise price of US$11.50 per share, commencing 65 days after the completion of the Qualifying Acquisition and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of the Qualifying Acquisition or may expire earlier if a Qualifying Acquisition does not occur within the Permitted Timeline or if the expiry date is accelerated. If the expiry date is accelerated, the Board of Directors will have the option to require all holders that wish to exercise Warrants to do so, in whole or in part, on a cashless basis. The IPO Warrants shall contain a right (the "Warrant Put Rights") to require the Sponsors to acquire such IPO Warrants in connection with a Qualifying Acquisition or a Winding-Up, for U.S.$1.25 per IPO Warrant. |
| Listing date: | April 4, 2022 (as at 5:01 pm) in anticipation of closing of the Offering. |
| Anticipated closing date: | April 5, 2022 (prior to the opening) |
| Posted for trading date: | April 5, 2022 (at the opening) subject to confirmation of closing of the Offering. |
| Other market(s): | None |
| Temporary market maker: | Questrade Inc. |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Investor relations: | Hassan R. Baqar Chief Financial Officer 847-791-6817 hbaqar@sequoiafin.com |
| Incorporation: | Business Corporations Act (British Columbia) on October 25, 2021 |
| Fiscal year end: | December 31 |
| Nature of Business: | The Company is a newly organized special purpose acquisition corporation for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Company with a focus on the financial services sector. However, the Company is not limited to a particular industry or geographic region for the purposes of completing the Qualifying Acquisition. |
| Transfer agent and registrar: | TSX Trust Company, at its office in Toronto |
| Dividends: | The Company does not intend to declare or pay any cash dividends prior to the completion of the Qualifying Acquisition. |
| Sponsorship: | Waived |
| Additional Information: | The Class A Restricted Voting Units will be quoted and traded on Toronto Stock Exchange in US funds and trading information regarding the Class A Restricted Voting Units will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Disclosure document: | Prospectus dated March 28, 2022 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| TSX contact: | Selma Thaver, Director TSX Listings |